'Specification' means the specification agreed between the Company and the Purchaser in respect of any Purchase Order describing the nature of the services to be provided and/or the appearance and functions of the goods to be supplied and any performance criteria which such goods or services are required to fulfil.

'Contract' means the written Purchase Order issued by the Purchaser and accepted by the Company on the following Terms and Conditions unless otherwise agreed.

RULING CONDITIONS

All Contracts entered into by the Company are subject to conditions to the exclusion of any and all printed terms and conditions of the Purchaser. These conditions cannot be varied, suspended or added to except with the prior written consent of the Company.

Separate Contracts - Each Order placed by the Purchaser shall, on acceptance by the Company, be treated as a separate Contract. If at any time there is more than one Contract in the course of performance between the Company and the Purchaser, any question, dispute or difficulty which may arise in respect of one such Contract, or the terms on which it may be settled, shall not affect in any way the performance of the other such Contracts, nor shall the Purchaser be entitled to exercise in relation to any other such Contracts any right of set-off or counter claim arising under any other Contract.

If, subsequent to any Contract of sale which is subject to these conditions, a Contract of sale is made with the same Purchaser without express reference to any conditions, such Contract shall be deemed to be subject to these Conditions.

Payment for the goods or the services must be made within thirty days of the day when the goods or services are invoiced by the Company.

The Company reserves the right to charge interest on overdue sums at the rate of 4% per annum above the base rate for the time being of LloydsTSB bank plc calculated on a daily basis from the due date of payment until the date upon which payment is made.

If the Purchaser fails to make payment by the due date or when required, the Company may (without prejudice to any other remedy which it may have) cancel this contract and/or any other Contract between the Purchaser and the Company and/or suspend delivery until payment is made.

The Company reserves the right to vary the price of the goods by notice to the Purchaser given at any time before delivery if, and to the extent that there is any increase in the price or cost of the goods to the Company by reason of any foreign exchange fluctuations, changes in currency regulations, alterations in duties or import, variations in the cost of raw materials, labour, services or transport, or by any reason or cause (whether or not of the same nature of the foregoing) beyond the control of the Company.

The Company shall be at liberty to adjust the price to take into account any alteration made by the Purchaser to the Specifications supplied to the Company provided that no alterations shall be binding on the Company unless accepted by the Company in writing.

Unless otherwise agreed in writing, the price of the goods and/or services shall be that ruling at the date of despatch or the services are provided. The price of the goods includes the cost of the Company's packaging. Unless otherwise stated carriage and/or postage and VAT are excluded.

Any additional cost incurred with productions of samples and/or the preparations of dies, blocks, screens, engraving templates and jacquard will be priced separately and quoted accordingly by the Company to the Purchaser prior to acceptance by the Company of the Purchaser's order. Any such items will remain the property of the Company.

In some circumstances a small-order charge may be applicable. This will be identified separately on the quotation.

Delivery will be deemed to have taken place at the moment when the goods pass out of the possession or control of the Company.

Delivery and completion dates are given in good faith but are not guaranteed and shall not be of the essence of the Contract. No liability will be accepted for any losses, costs, damages, or expense suffered by the Purchaser as a result of failure to meet such date/s.

The Company shall be entitled to deliver the goods at any time on or before the specified date and unless otherwise specified by the Purchaser the Company may at its discretion deliver all of the goods in one consignment or in portions time to time before the specified date.

In the event that a delivery date is quoted to the Purchaser in writing but delivery is not made within six months after such date the Purchaser may by notice in writing cancel the Order without liability to the Company for breach of Contract or otherwise for such failure to make or delay in delivery.

The Company shall not in any event be liable for any special, consequential or indirect loss or damage (including but without limitation, any loss of or in respect of profit, wages or overheads) suffered by the Purchaser as a result of any delay in a failure of delivery.

All claims for non-delivery of any consignment shall be made in writing to the Company and any carrier engaged by the Company within seven (7) working days after the date of despatch shown on the Company's invoice.

All claims for short delivery shall be made in writing to the Company and carrier engaged within seven (7) days after delivery of the consignment in question or seven (7) days after the Company's invoice whichever is the earlier, and the Company shall be given an adequate opportunity to examine (at the Purchaser's premises) the goods received.

All claims for damage to or deterioration of the goods in transit shall be made in writing to the Company and to the carrier engaged within seven (7) days after delivery of the goods and the Company shall be given adequate opportunity to inspect the goods in question and the original packing (which must be retained) at the Purchaser's premises.

All Orders are subject to the supply of 10% under or over the actual quantity ordered. Whilst the Company will endeavour to minimise the possibility and quantity of over and under runs, where they have occurred, invoice totals will be adjusted to reflect the aforementioned under or over run as applicable.

Goods supplied to the Purchaser will remain the property of the Company until full payment in cash or cleared funds has been received by the Company for those goods and for all other goods delivered by the Company to the Purchaser in respect of which payment is outstanding.

Until title to the goods passes to the Purchaser:-

The Purchaser will hold those goods as the Company's bailee.

The Purchaser will protect, store and identify the goods by reasonable means so that they can be recognised as the property of the Company.

The Purchaser may use the goods or sell them in the ordinary course of business.

If the Purchaser is in breach of any of its obligations to the Company, or the order or the Contract for the supply of goods is cancelled or capable of being cancelled under the Cancellation Clause below, and provided the goods are still in existence and have not been resold, the Company may

by notice to the Purchaser require redelivery to it of the goods; and/or

with or without previous notice, retake possession of the goods and sell the goods.

For the purpose of this clause the Purchaser irrevocably authorises the Company's representatives to enter the premises on which the goods are situated and remove the goods at the Purchaser's expense.

Risk in the goods supplied to the Purchaser will pass to the Purchaser on delivery.

All samples are supplied upon approval and are on a loan basis whereby we would be grateful for their return unless otherwise agreed. Any samples shall be returned within 14 days of their despatch by the Company, such samples shall be deemed to have been sold to the Purchaser on the 15th day after the despatch of the said goods.

All artwork and print charges will be levied where necessary unless previously stipulated by us.

Where applicable the prices shown included printing one colour one position from camera ready artwork supplied, for additional positions or colours of printing please phone to obtain an exact quotation. The standard printing colours are yellow, white, black, gold, silver, purple, brown, red, warm red, light green, medium green, dark green, light blue, medium blue, dark blue. We will match your own house colours as close as possible but where you specify non-standard printing colours, there will be an additional special match charge.

Artwork that has been approved in writing, either electronically via email or signed and faxed or posted, is deemed the full and final responsibility of the client and we cannot be held responsible for any errors in artwork therein.

All goods are sold subject to their specifications. The Company reserves the right to alter the specifications. No warranty shall apply unless the Purchaser complies strictly with the instructions contained therein.

It is incumbent upon the Purchaser to supply the Company with full and precise instructions. In the event of an order being inadequately specified the Company's artistic interpretation shall be accepted without demur.

The Company shall at the request of the Purchaser at the time an order is placed, on completion of proof artwork provide a copy to the Purchaser for approval. In such event the Company shall not proceed with the Contract until authorised by the Purchaser. In the event that the Purchaser fails or refuses to authorise confirmation of the Contract the cost of the proof artwork shall be for the account of the Purchaser.

Where the Purchaser supplies products or printing the Purchaser agrees to supply sufficient products to allow for the wastage inherent in the printing process and acknowledges that up to 2.5% wastage may occur at each printing phase. The Company shall use its best endeavours to minimise such wastage but shall have no responsibility for the replacement or cost of products damaged during the printing process subject to the limits stated above.

All recommendations made and materials supplied by the Company must be tested and approved by the Purchaser prior to use. Subject to the above the Company guarantees that in the event that the goods are defective and failing to comply with the specifications as defined above and which render the goods to be unusable by the Purchaser, the Company will replace the same (or part thereof) free of charge if the Purchaser notifies the Company of the claim within 28 days of the date of invoice. The Company's liability is limited solely to the replacement value of the defective goods and in no event shall the Company be liable for loss of profit, indirect damage, or for consequential or special loss or damage, sustained by the Purchaser (Cancellation Clause also refers).

Nothing in this clause will be deemed to exclude or restrict the Company's liability for death or personal injury resulting from the Company's negligence.

The Purchaser will determine the suitability of the goods for its intended use and will not rely upon any representations made by or on behalf of the Company. The Company's liability will never exceed the limitations in Clause 11 above.

The Company will not be liable for any consequential or indirect loss suffered by the Purchaser whether this loss arises from a breach of duty, in Contract or in Tort or in any other way (including loss arising from the Company's negligence). Non-exhaustive illustrations of consequential or indirect loss are loss of profits, loss of Contracts and damage to property of the Purchaser or anyone else.

Except as set out in these conditions all warranties and conditions, whether express or implied. statutory or otherwise (including conformity with description, sample, fitness for purpose or merchantable quality) are excluded.

Once a Contract subsists between the Purchaser and the Company the same cannot be cancelled by the Purchaser except with the Company's consent and on terms which will indemnify the Company against all loss including, without exception, loss of profits. If there is appointed a receiver or Administrator of the Purchaser's property or assets or any part of them, or a court order is made or a resolution passed for the winding up of the Purchaser (except for the purpose of amalgamation or reconstruction) or if the Purchaser commits any act of bankruptcy, or any bankruptcy petition is presented against the Purchaser, the Company may by notice in writing to the Purchaser cancel all Orders and Contracts between the Company and the Purchaser or any part of them remaining unfulfilled.

No goods will be delivered on accounts, which remain unpaid 14 days after payment is due. Interest will be charged on overdue accounts, at the rate of 4% above the LloydsTSB Bank plc base rate from time to time from the date the account became due until payment is received. This does not prevent the Company from pursuing payment of overdue accounts at any time after payment becomes due and shall be in addition to and without prejudice to any other rights the Company may have against the Purchaser.

The Company reserves the right to charge the Purchaser for any legal or collection charges where it is necessary to obtain payment from the Purchaser of an overdue account through a third party or Court proceedings.

In the event that as a result of any Act of God, Storm, Fire, Flood, Explosion, Strike, Lockout (whether at the Company's premises or elsewhere), shortage of materials or any other matter which is beyond the Company's reasonable control, or not within its reasonable contemplation at the date of acceptance of the Purchaser's Order, the performance of the Contract is made materially more onerous or expensive for the Company, the Company may at any time by written notice cancel the Contract without liability to the Purchaser. In the event that by the date on which the Company serves such notice of cancellation the Company has previously invoiced the Purchaser with goods comprised in the Contract in respect of which such notice of cancellation is given, the Purchaser shall be obliged to take up and pay for the goods so invoiced.

The Company assumes that by passing artwork etc. to them the Purchaser has the legal right to the property in it, and requires the Purchaser to indemnify the Company from all and any claims arising from alleged breach of copyright etc. For the sake of good order the Company hereby declares that it is not knowingly party to any misuse of registered or copyrighted designs and/or materials, and under no circumstances will it accept any actions against itself whether direct, conjoined or ex part, and the Company accepts no liability for Purchaser's mistakes or transgressions in this (or any other) field.

All Contracts made between the Company and the Purchaser shall be construed with and governed in all respects by English Law and the Purchaser agrees to submit to the jurisdiction of the English Courts.

PLEASE NOTE: Products shown in the Company's catalogue or any similar literature bearing the name or logo of an identifiable company, firm or organisation is not a representation that the Company has supplied such goods. The illustrations are intended to illustrate the effect obtainable by marking with the name and logos and for no other purpose.